Eagle Materials Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Eagle Materials Inc. on May 21, 2026. The filing discloses the approval of long-term incentive equity awards under the Company's 2023 Equity Incentive Plan to a group of officers, including named executive officers, effective May 21, 2026.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. The only financial data disclosed relates to the valuation of equity awards granted on the reporting date.
- Stock Price on Grant Date: $199.13 (Closing price on May 21, 2026)
- Total Target Value of Awards: $9,650,000 (Sum of target values for all named executives)
Material Changes and Award Details
The Compensation Committee approved a mix of performance-vesting and time-vesting awards. The filing details the specific grants for five named executive officers:
| Executive | Target Value ($) | PSUs (Target) | Perf. Options (Target) | RSUs (Target) | Time Options (Target) |
|---|---|---|---|---|---|
| Michael R. Haack (CEO) | 6,000,000 | 7,533 | 19,697 | 7,533 | 19,697 |
| D. Craig Kesler (CFO) | 1,400,000 | 1,758 | 4,596 | 1,758 | 4,596 |
| Matt Newby (General Counsel) | 950,000 | 1,193 | 3,119 | 1,193 | 3,119 |
| Eric Cribbs (Pres, American Gypsum) | 800,000 | 2,009 | — | 2,009 | — |
| Tony Thompson (SVP, Cement East) | 500,000 | 1,256 | — | 1,256 | — |
Performance Criteria: Performance awards vest based on average return on equity (ROE) and absolute total stockholder return measured at the end of fiscal 2029 (a three-year period). Vesting ranges from 50% of target (threshold) to 200% of target (maximum).
Vesting Schedule: Time-vesting awards vest ratably on May 21, 2027; March 31, 2028; and March 31, 2029. Stock options have a 10-year term.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, outlook, or management commentary regarding future financial performance. The primary risk disclosed is the forfeiture of performance-vesting awards if the Company fails to meet the specified ROE and stockholder return criteria by the end of fiscal 2029.
Key Facts for Investor Verification
- Grant Date Stock Price: Verify the closing price of $199.13 on May 21, 2026, to confirm the exercise price of the options.
- Performance Metrics: Monitor the Company's average ROE and total stockholder return over the three-year period ending fiscal 2029 to assess potential dilution from the 200% maximum payout scenario.
- Dilution Potential: Calculate the maximum share issuance (e.g., 15,066 PSUs and 39,394 options for the CEO) versus the target issuance to understand the upside dilution risk.
- Continued Service: Note that all time-vesting awards are contingent upon the continued service of the respective officers through the vesting dates.